<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 38-1998421
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Detroit Center
500 Woodward Avenue, 31st Floor
Detroit, Michigan 48226
(Address of principal executive offices)(Zip Code)
COMERICA INCORPORATED 1999 DISCRETIONARY
DIRECTOR FEE DEFERRAL PLAN
(Full title of the Plan)
GEORGE W. MADISON
Executive Vice President, General Counsel and Corporate Secretary
Comerica Incorporated
One Detroit Center
500 Woodward Avenue, 33st Floor
Detroit, Michigan 48226
(Name and address of agent for service)
(313) 222-3300
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
unit price
<S> <C> <C> <C> <C>
Deferred
Compensation $2,587,500 $1.00 $2,587,500 $683.10
Obligations
</TABLE>
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The registrant shall cause to be delivered to each participant material
information relating to the plan and its operations that will enable
participants to make an informed decision regarding investment in the plan. The
documents containing such information are not being filed with the Securities
and Exchange Commission (the "Commission") as a part of this registration
statement pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The registrant shall provide a written statement to participants
advising them of the availability of the documents incorporated by reference in
Item 3 of Part II of this registration statement and stating that such documents
are incorporated by reference into the Section 10(a) prospectus. The statement
shall indicate the availability without charge, upon written or oral request, of
other documents required to be delivered to employees pursuant to Rule 428(b)
and the address (giving the title or department) and telephone number to which
the request should be directed. The documents containing such information are
not being filed with the Commission as part of this registration statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Comerica Incorporated (the
"Corporation") with the Commission and are incorporated in this registration
statement by reference:
1. Annual Report of the Corporation on Form 10-K for the year ended
December 31, 1999.
2. All other reports filed by the Corporation pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 1999.
All documents filed with the Commission by the Corporation pursuant to sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to
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the filing of a post-effective amendment hereto which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law ("GCL") of the State of Delaware provides
that a Delaware corporation, such as the Corporation, may indemnify a director
or officer against his or her expenses and judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, without
reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such director or officer is
adjudged to be liable to the corporation unless and only to the extent that the
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such
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director or officer is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. The GCL also generally permits the
advancement of a director's or officer's expenses, including by means of a
mandatory charter or bylaw provision to that effect, in lieu of requiring the
authorization of such advancement by the Board of Directors in specific cases.
Section 12 of Article V of the Corporation's bylaws implements such provisions
and provides as follows:
INDEMNIFICATION AND INSURANCE
(a) To the fullest extent permitted by these bylaws and by applicable
law and regulation, as presently existing or hereafter amended, the Corporation
shall indemnify any person who is or was a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he or she is
or was a director, officer or employee of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Any person who is or was an agent of the Corporation may be indemnified to the
same extent as provided above. In addition, in the event any such action, suit
or proceeding is threatened or instituted against a spouse to whom a director or
officer is legally married at the time the director or officer is covered under
the indemnification provided herein, which action, suit or proceeding arises
solely out of his or her status as the spouse of a director or officer,
including, without limitation, an action, suit or proceeding that seeks damages
recoverable from marital community property of the director or officer and his
or her spouse, property owned jointly by them or property purported to have been
transferred from the director or officer to his or her spouse, then the spouse
of the director or officer shall be indemnified to the same extent as provided
above. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, raise any inference that he or she had reasonable
cause to believe that his or her conduct was unlawful.
(b) To the fullest extent permitted by these bylaws and by applicable
law and regulation, as presently existing or hereafter amended, the Corporation
shall indemnify any person who is or was a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor, by reason of the fact
that he or she is or was a director or officer or employee of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of
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another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or suit,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation, and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper. Any person
who is or was an agent of the Corporation may be indemnified to the same extent
as provided above. In addition, in the event any such action or suit is
threatened or instituted against a spouse to whom a director or officer is
legally married at the time the director or officer is covered under the
indemnification provided herein, which action or suit arises solely out of his
or her status as the spouse of a director or officer, including, without
limitation, an action or suit that seeks damages recoverable from marital
community property of the director or officer and his or her spouse, property
owned jointly by them or property purported to have been transferred from the
director or officer to his or her spouse, then the spouse of the director or
officer shall be indemnified to the same extent as provided above.
(c) To the extent that a present or former director, officer, spouse of
the director or officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this Section, or in defense
of any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, spouse of the director or officer, employee or agent
is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of this Section. Such
determination shall be made with respect to a person who is a director or
officer or the spouse of a director or officer at the time of the determination
(i) by a majority vote of directors who were not parties to the action, suit or
proceeding, even if they constitute less than a quorum, (ii) by a committee of
such disinterested directors designated by a majority vote of such directors,
even if they constitute less than a quorum, (iii) if there are no such
disinterested directors, or if a majority of such disinterested directors so
directs, in a written opinion by independent legal counsel chosen by the entire
Board of Directors, subject to the reasonable satisfaction of the party seeking
indemnification, or (iv) by the shareholders. Such determination may be made
with respect to any other person seeking indemnification under subsections (a)
and (b) of this Section by the Corporation's Chairman, Chief Executive Officer,
President, Vice Chairman or General Counsel, or by their designees.
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(e) Expenses (including attorney's fees) incurred by an officer,
director or spouse of an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer or spouse to repay such amount if it shall ultimately be determined that
he or she is not entitled to be indemnified by the Corporation as authorized in
this Section. Such expenses (including attorneys' fees) incurred by former
directors or officers, their spouses or other employees and agents may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.
(g) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, spouse of a director or officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of his or her status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Section.
(h) For the purposes of this Section, references to "the Corporation"
include, in addition to the resulting or surviving corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, officers, spouses
of directors or officers, and employees or agents, so that any person who is or
was a director, officer, spouse of a director or officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person
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who acted in good faith and in a manner he or she reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent, and with respect to any spouse of a director or
officer, shall continue following the time the director or officer spouse ceases
to be a director or officer even if the marriage of the individuals terminates
prior to the end of the period of coverage, and shall inure to the benefit of
the heirs, executors and administrators of such a person.
(k) The Court of Chancery shall have exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this Section or under any agreement, vote of shareholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine the
Corporation's obligation to advance expenses (including attorneys' fees).
Section 102(b)(7) of the GCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the GCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. At the 1987 Annual Meeting of Comerica's
shareholders, the shareholders approved an amendment to the Corporation's
Restated Certificate of Incorporation to include such a provision.
The Corporation has entered into Indemnification Agreements (the
"Agreements") with each of its directors pursuant to which the Corporation
agrees (i) to indemnify each such director to the fullest extent permitted by
any combination of (a) the benefits provided by the indemnification provisions
of the Corporation's bylaws as in effect on the date of such Agreement, (b) the
benefits provided by the indemnification provisions of the Corporation's bylaws
in effect at the time such indemnified costs are incurred by such director, (c)
the benefits allowable under the GCL in effect at the date of such Agreement or
as the same may be amended (but in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification than such law permits the corporation to provide prior to such
amendment), (d) the benefits allowable under the law of the jurisdiction under
which the Corporation is organized at the time such indemnified costs are
incurred by such director, (e) the benefits available under any Directors' and
Officers' Insurance or other liability insurance obtained by the Corporation,
and (f) the benefits available to the fullest extent
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authorized to be provided to such director by the Corporation under the
non-exclusivity provisions of the bylaws of the Corporation and the GCL, against
liability and expenses incurred by reason of such person serving as a director
or officer of the Corporation or at the Corporation's request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or with respect to employee benefit plans; (ii) to
advance certain expenses to such persons; and (iii) except under certain
circumstances, to purchase and maintain in effect one or more Directors' and
Officers' insurance policies.
No indemnification, reimbursement, or payments are required of the
Corporation under the Agreements (except to the extent it is provided from
policies of insurance carried by the Corporation): (1) with respect to any claim
as to which such director is finally adjudged by a court of competent
jurisdiction to (a) have acted in bad faith, (b) be liable for acts or omissions
which involve intentional misconduct, a knowing violation of law or of such
director's duty of loyalty to the Corporation or its shareholders, (c) have
authorized a redemption or dividend on the Corporation's stock which is
prohibited by Delaware law, or (d) have effected any transaction from which such
director has derived an improper personal benefit within the meaning of Section
102 (b) (7) of the GCL, except to the extent that such court, or another court
having jurisdiction, determines upon application that, despite the adjudication
of liability, but in view of all the circumstances of the case, such director is
fairly and reasonably entitled to indemnity for such indemnified costs as the
court deems proper; (2) with respect to any payment determined by final judgment
of a court, or other tribunal having jurisdiction over the question, to be
unlawful; and (3) with respect to any obligation of such director under Section
16(b) of the Securities Exchange Act of 1934, as amended.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of the Corporation out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT INDEX
The following documents are attached hereto or incorporated herein by
reference as exhibits to this registration statement:
Item 601 Regulation S-K
Exhibit Reference
<TABLE>
<CAPTION>
Number Description of Document
------ -----------------------
<S> <C>
4(a) Comerica Incorporated 1999 Discretionary Director Fee Deferral
Plan (incorporated herein by reference to exhibit 10.21 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 - Commission File Number 001-10706).
5 Opinion and Consent of Mark W. Yonkman as to the legality of
the securities being registered.
23(a) Consent of Ernst & Young LLP, independent auditors.
23(b) Consent of Mark W. Yonkman, legal counsel (contained in
Exhibit 5).
</TABLE>
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if,
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in the aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee," table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs A(l)(i) and A(l)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on September 26, 2000.
COMERICA INCORPORATED
/s/ Eugene A. Miller
-----------------------------------------------------
Eugene A. Miller
Chairman, President and Chief Executive Officer
/s/ Ralph W. Babb Jr.
-----------------------------------------------------
Ralph W. Babb Jr.
Vice Chairman and Chief Financial Officer
/s/ Marvin J. Elenbaas
-----------------------------------------------------
Marvin J. Elenbaas
Senior Vice President and Controller
(Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Lillian Bauder
-----------------------------------------------------
Lillian Bauder
Director
September 26, 2000
/s/ James F. Cordes
-----------------------------------------------------
James F. Cordes
Director
September 26, 2000
/s/ Peter D. Cummings
-----------------------------------------------------
Peter D. Cummings
Director
September 26, 2000
/s/ J. Philip DiNapoli
-----------------------------------------------------
J. Philip DiNapoli
Director
September 26, 2000
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/s/ Anthony Earley, Jr.
-----------------------------------------------------
Anthony Earley, Jr.
Director
September 26, 2000
/s/ Max M. Fisher
-----------------------------------------------------
Max M. Fisher
Director
September 26, 2000
/s/ Roger Fridholm
-----------------------------------------------------
Roger Fridholm
Director
September 26, 2000
/s/ Todd W. Herrick
-----------------------------------------------------
Todd W. Herrick
Director
September 26, 2000
/s/ David Baker Lewis
-----------------------------------------------------
David Baker Lewis
Director
September 26, 2000
/s/ John D. Lewis
-----------------------------------------------------
John D. Lewis
Director
September 26, 2000
/s/ Wayne B. Lyon
-----------------------------------------------------
Wayne B. Lyon
Director
September 26, 2000
/s/ Eugene A. Miller
-----------------------------------------------------
Eugene A. Miller
Director
September 26, 2000
/s/ Alfred A. Piergallini
-----------------------------------------------------
Alfred A. Piergallini
Director
September 26, 2000
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/s/ Heinz C. Prechter
-----------------------------------------------------
Heinz C. Prechter
Director
September 26, 2000
/s/ John W. Porter
-----------------------------------------------------
John W. Porter
Director
September 26, 2000
/s/ Howard F. Sims
-----------------------------------------------------
Howard F. Sims
Director
September 26, 2000
/s/ Robert S. Taubman
-----------------------------------------------------
Robert S. Taubman
Director
September 26, 2000
/s/ William P. Vititoe
-----------------------------------------------------
William P. Vititoe
Director
September 26, 2000
/s/ Martin D. Walker
-----------------------------------------------------
Martin D. Walker
Director
September 26, 2000
/s/ Patricia M. Wallington
-----------------------------------------------------
Patricia M. Wallington
Director
September 26, 2000
/s/ Gail L. Warden
-----------------------------------------------------
Gail L. Warden
Director
September 26, 2000
/s/ Kenneth L. Way
-----------------------------------------------------
Kenneth L. Way
Director
September 26, 2000
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5 Opinion and Consent of Mark W. Yonkman as to the legality of the securities being registered.
23(a) Consent of Ernst & Young LLP, independent auditors.
</TABLE>
